1. CONDOR EARTHCONDOR EARTH
TECHNOLOGIES, INC.TECHNOLOGIES, INC.
EMPLOYEE STOCKEMPLOYEE STOCK
OWNERSHIP PLANOWNERSHIP PLAN

2. ESOP 101ESOP 101
 What is an ESOP?What is an ESOP?
 ESOP is the acronym forESOP is the acronym for EEmployeemployee SStocktock OOwnershipwnership PPlanlan
 Retirement Plan with ownership interest in the companyRetirement Plan with ownership interest in the company
 Invests primarily in stock of the employerInvests primarily in stock of the employer
 Funded with tax-deductible contributions by the employerFunded with tax-deductible contributions by the employer
 Operates through a trustOperates through a trust
 ESOP is a qualified plan under ERISA (like a 401k)ESOP is a qualified plan under ERISA (like a 401k)

3. What is the Purpose of The Plan?What is the Purpose of The Plan?
 To enable eligible employees to share in the growthTo enable eligible employees to share in the growth
and prosperity of Condor and to provide Employeesand prosperity of Condor and to provide Employees
with an opportunity to accumulate capital forwith an opportunity to accumulate capital for
retirement. The Plan is designed to do this at no costretirement. The Plan is designed to do this at no cost
to you whatsoever.to you whatsoever.
 The success of Condor depends on the teamwork andThe success of Condor depends on the teamwork and
positive attitude of all Employees.positive attitude of all Employees.

4. What is the Purpose of The Plan?What is the Purpose of The Plan?
(Cont’d.)(Cont’d.)
 Ways in which you can contribute to the success ofWays in which you can contribute to the success of
Condor include:Condor include:
 Number 1 is commitment to our Clients – Clients rule!Number 1 is commitment to our Clients – Clients rule!
 Reduce waste and inefficiencies.Reduce waste and inefficiencies.
 Make suggestions to your supervisor as to how theMake suggestions to your supervisor as to how the
Company can do a better job.Company can do a better job.
 Take an active interest in solving problems of theTake an active interest in solving problems of the
Company.Company.
 Communicate with fellow “employee-owners.”Communicate with fellow “employee-owners.”
 Get involved: It’sGet involved: It’s youryour Company!Company!

5. Why was the ESOP Established?Why was the ESOP Established?
 To provide Ownership TransitionTo provide Ownership Transition
 Retirement for founders Barry Hillman and Bob Hoagland.Retirement for founders Barry Hillman and Bob Hoagland.
 Principle shareholders desire for Condor to continuePrinciple shareholders desire for Condor to continue
as a company.as a company.
 Avoid sell of Condor to a third party.Avoid sell of Condor to a third party.
 Keep Condor, “Condor” and retain its integrity.Keep Condor, “Condor” and retain its integrity.

6. History of Condor ESOPHistory of Condor ESOP
 Name of the PlanName of the Plan
 Condor Earth Technologies, Inc. Employee StockCondor Earth Technologies, Inc. Employee Stock
Ownership Plan (ESOP) Plan Number 002Ownership Plan (ESOP) Plan Number 002
 What is the effective date of the ESOP Plan?What is the effective date of the ESOP Plan?
 October 1, 2005October 1, 2005
 Plan Year: October 1Plan Year: October 1stst
through September 30through September 30thth
 Certain valuations and distributions are made based on theCertain valuations and distributions are made based on the
Anniversary Date of your plan. This date is SeptemberAnniversary Date of your plan. This date is September
30th.30th.
 Plan contributions will be held and invested by thePlan contributions will be held and invested by the
Trustee(s) of your Plan.Trustee(s) of your Plan.

7. Plan Administrator InformationPlan Administrator Information
 The Plan Committee is appointed by Condor’s BoardThe Plan Committee is appointed by Condor’s Board
of Directors.of Directors.
 Plan Committee members are Ronald L. Skaggs andPlan Committee members are Ronald L. Skaggs and
Robert J. Job.Robert J. Job.
 The Plan’s Trustees are Ronald L. Skaggs and RobertThe Plan’s Trustees are Ronald L. Skaggs and Robert
J. Job.J. Job.
 Plan Trustee(s) have been designated to hold and investPlan Trustee(s) have been designated to hold and invest
Plan assets.Plan assets.
 Trust fund will be the funding medium used for theTrust fund will be the funding medium used for the
accumulation of assets from which benefits will beaccumulation of assets from which benefits will be
distributed.distributed.

8. Becoming an ESOP ParticipantBecoming an ESOP Participant
 Who is eligible?Who is eligible?
 You must first complete 1,000 Hours of Service in a PlanYou must first complete 1,000 Hours of Service in a Plan
Year, and maintain 1,000 Hours of Service in a Plan YearYear, and maintain 1,000 Hours of Service in a Plan Year
(approximately 20 hours per week).(approximately 20 hours per week).
 Who is not eligible?Who is not eligible?
 An Employee whose terms of employment are covered byAn Employee whose terms of employment are covered by
a collective bargaining agreement;a collective bargaining agreement;
 A Leased Employee; andA Leased Employee; and
 A nonresident alien who does not receive any earnedA nonresident alien who does not receive any earned
income.income.

9. ContributionsContributions
 How are contributions to the Plan determined?How are contributions to the Plan determined?
 The Board of Directors decides how much to contribute forThe Board of Directors decides how much to contribute for
that Plan Year based on the Company’s financialthat Plan Year based on the Company’s financial
performance and condition.performance and condition.
 How is my share of the contribution determined?How is my share of the contribution determined?
 Your contribution is based on your total compensation.Your contribution is based on your total compensation.
 How do I know the value of my account?How do I know the value of my account?
 Employee Owners will receive a statement showing theEmployee Owners will receive a statement showing the
total number of shares and the dollar value at the end oftotal number of shares and the dollar value at the end of
each Plan Year.each Plan Year.

10. ContributionsContributions
(Cont’d.)(Cont’d.)
 How is the stock valued?How is the stock valued?
 Each year an appraisal of the value of the Company’s stockEach year an appraisal of the value of the Company’s stock
is made by an Independent Appraiser. The profits andis made by an Independent Appraiser. The profits and
growth of the Company during that year will affect thegrowth of the Company during that year will affect the
value of the Company Stock.value of the Company Stock.

11. VestingVesting
 What is vesting?What is vesting?
 Vesting is the percentage of your Accounts that is yoursVesting is the percentage of your Accounts that is yours
and cannot be forfeited.and cannot be forfeited.
 Year of ServiceYear of Service
 Credited with 1,000 Hours of Service during a Plan Year.Credited with 1,000 Hours of Service during a Plan Year.
Vesting Schedule
Years of Service Percentage of Accounts Vested
Less than Two Years 0
Two Years 20
Three Years 40
Four Years 60
Five Years 80
Six Years 100

12. VestingVesting
(Cont’d.)(Cont’d.)
 RetirementRetirement
 Normal retirement age is 65, upon attaining 65 you will beNormal retirement age is 65, upon attaining 65 you will be
fully vested.fully vested.
 Early RetirementEarly Retirement
 You turn 55 or 20You turn 55 or 20thth
anniversary on which you commencedanniversary on which you commenced
employment,employment, whichever is laterwhichever is later..
 Death & DisabilityDeath & Disability
 Your Accounts become fully vested automatically if yourYour Accounts become fully vested automatically if your
employment is terminated because of death or disability.employment is terminated because of death or disability.
 TerminationTermination
 If you separate from employment and you are not fullyIf you separate from employment and you are not fully
vested, the non-vested portion of your Accounts will bevested, the non-vested portion of your Accounts will be
subject to forfeiture.subject to forfeiture.

13. Vesting ExampleVesting Example
Employee became eligible March 1, 2011.Employee became eligible March 1, 2011.
0% vested October 1, 20110% vested October 1, 2011
20% vested October 1, 201220% vested October 1, 2012
40% vested October 1, 201340% vested October 1, 2013
60% vested October 1, 201460% vested October 1, 2014
80% vested October 1, 201580% vested October 1, 2015
100% vested October 1, 2016100% vested October 1, 2016

14. Sample ESOP CertificateSample ESOP Certificate

15. DistributionDistribution
When will Plan Benefits be Distributed?When will Plan Benefits be Distributed?
 Separation from service (Death, Disability, Normal orSeparation from service (Death, Disability, Normal or
Early Retirement)Early Retirement)
 Plan Benefits will commence during the Plan Year whichPlan Benefits will commence during the Plan Year which
follows the Plan Year in which you separated from service.follows the Plan Year in which you separated from service.
 Distribution of accounts exceeding $5,000 will be made inDistribution of accounts exceeding $5,000 will be made in
substantially equal annual installments over a period of fivesubstantially equal annual installments over a period of five
(5) years.(5) years.
 Distribution of accounts of $5,000 or less shall be made inDistribution of accounts of $5,000 or less shall be made in
a lump sum.a lump sum.

16. DistributionsDistributions
(Cont’d.)(Cont’d.)
 Termination of EmploymentTermination of Employment
 If you are not reemployed before the end of the 5If you are not reemployed before the end of the 5thth
PlanPlan
Year following the Plan Year in which you separate fromYear following the Plan Year in which you separate from
service, distribution of your Accounts will commence asservice, distribution of your Accounts will commence as
soon as administratively feasible during the 6soon as administratively feasible during the 6thth
Plan YearPlan Year
following the Plan Year in which you separated fromfollowing the Plan Year in which you separated from
service.service.
 Distribution of accounts exceeding $5,000 will be made inDistribution of accounts exceeding $5,000 will be made in
substantially equal annual installments over a period of fivesubstantially equal annual installments over a period of five
(5) years.(5) years.
 Distribution of accounts of $5,000 or less shall be made inDistribution of accounts of $5,000 or less shall be made in
a lump sum as soon as administratively feasible after thea lump sum as soon as administratively feasible after the
close of the Plan Year in which your employmentclose of the Plan Year in which your employment
terminates.terminates.

17. How is the Plan Administered?How is the Plan Administered?
 The ESOP Plan Committee is appointed by theThe ESOP Plan Committee is appointed by the
Condor Board of DirectorsCondor Board of Directors
 The Committee will make such rules, regulations,The Committee will make such rules, regulations,
decisions, etc. and maintain records and accountsdecisions, etc. and maintain records and accounts
necessary to administer the Plan.necessary to administer the Plan.
 How Are the Shares of the Trust Voted?How Are the Shares of the Trust Voted?
 The Company Stock acquired by the Plan is ownedThe Company Stock acquired by the Plan is owned
by the Employee Stock Ownership Trust (ESOT).by the Employee Stock Ownership Trust (ESOT).
The Trustees are appointed by the Condor BoardThe Trustees are appointed by the Condor Board
of Directors.of Directors.

18. Plan AdministrationPlan Administration
(Cont’d.)(Cont’d.)
 All Company Stock held by the Trust is voted byAll Company Stock held by the Trust is voted by
the Trustee(s) with instructions from thethe Trustee(s) with instructions from the
Committee.Committee.
 ESOP Participants have at least some voting rights.ESOP Participants have at least some voting rights.
 Direct the Trustee on the voting of allocated shares forDirect the Trustee on the voting of allocated shares for
sale of the company’s assets, merger, liquidation,sale of the company’s assets, merger, liquidation,
recapitalization, reclassification, dissolution, orrecapitalization, reclassification, dissolution, or
consolidation.consolidation.
 ESOP Participants do not have the right to direct theESOP Participants do not have the right to direct the
Trustee(s) on votes regarding the sale of the Company’sTrustee(s) on votes regarding the sale of the Company’s
stock.stock.

19. Summary Annual ReportSummary Annual Report
The Annual Report is filed each year with theThe Annual Report is filed each year with the
Employee Benefits Security Administration,Employee Benefits Security Administration,
United States Department of Labor, as requiredUnited States Department of Labor, as required
under theunder the EEmployeemployee RRetirementetirement IIncomencome SSecurityecurity
AAct of 1974 (ERISA).ct of 1974 (ERISA).

20. How your Accounts GrowHow your Accounts Grow
 The following are factors which can effect theThe following are factors which can effect the
value of your Accounts.value of your Accounts.
 Employer Contributions (e.g. company income)Employer Contributions (e.g. company income)
 Income of the Trust (e.g. interest income from CDs)Income of the Trust (e.g. interest income from CDs)
 Change in Value of Trust Assets (e.g. value of stock)Change in Value of Trust Assets (e.g. value of stock)
 Forfeitures (e.g. former employees who have left theForfeitures (e.g. former employees who have left the
company before 100% vested)company before 100% vested)

21. What is the Future of the Plan?What is the Future of the Plan?
The Company hopes that the Plan willThe Company hopes that the Plan will
accumulate a significant amount of Companyaccumulate a significant amount of Company
Stock, so that the Employees will own a portionStock, so that the Employees will own a portion
of the Company. (See Plan for completeof the Company. (See Plan for complete
information.)information.)
As a Participant in the Plan, you are entitled toAs a Participant in the Plan, you are entitled to
certain rights and protections under thecertain rights and protections under the
Employee Retirement Income Security Act ofEmployee Retirement Income Security Act of
1974 (ERISA).1974 (ERISA).

22. ESOP DefinitionsESOP Definitions
 ESOP: Employee Stock Ownership Plan. A type of defined
contribution employee benefit plan specifically intended and
permitted to be invested primarily in employer securities.
 Participant: An individual employee who has met the
eligibility requirements of the plan.
 Forfeiture: The non-vested portion of an employee’s
individual account that reverts to the plan in conformance with
the plan documents.
 Qualified Retirement Plan: A plan that meets the
requirements of the Internal Revenue Code (IRC) allowing
contributions and dividends of the plan to be deducted by the
plan sponsor on its tax returns. In addition, income attributable
to assets held in a qualified plan is exempt until such time as
they are distributed.

23. ESOP DefinitionsESOP Definitions
(Cont’d.)(Cont’d.)
 Stock Allocation: Those shares of the plan sponsors’ stock
actually credited to the individual participant accounts.
 Trustee(s): The person(s) and or institution who administers
the ESOP for the exclusive benefits of participants and their
beneficiaries.
 Vested Account Balance: That portion of the participant’s
interest in the plan that is non-forfeitable.
 Vesting Schedule: The rate at which an employee’s interest in
the plan becomes vested.
 Vesting Year of Service: The employee gets credited with a
vesting year of service in any plan year in which an employee
works 1,000 hours.